Direct Loss

Direct Loss. Any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) incurred by (i) any Shareholder Indemnitee arising from, relating to or as a result of the inaccuracy at the time made or deemed made of any of the representations or warranties set forth in: (a) Section 5(B) of the Merger Agreement; and (b) Section 5 of the Stock Purchase Agreement; or (ii) RSI Indemnitees arising from, relating to, or as a result of the inaccuracy at the time made or deemed made of... any of the representations or warranties set forth in: (a) Section 4(B) of the Merger Agreement; (b) Section 4 of the Stock Purchase Agreement and (c) Article II, Section (B) of the UK Agreement; it being understood that a Direct Loss shall not include (x) any consequential, incidental or punitive damages, (y) any loss or damages suffered by such party as a result of the diminution in value (either directly or indirectly) of the interest held by such party in the Holdco, or (z) any Company Level Loss. View More